261 A.3d 208
D.C.2021Background
- In 1989 Glasgow and brothers F. Davis and Charles Camalier formed Square 247 with equal one‑third partnership interests; HCP loaned $4.5M in exchange for 50% of partnership profits until repayment.
- By 2005 a buyer paid over $5M into Square 247; Charles directed distributions of roughly $1.7M each to himself, F. Davis, and Glasgow (Glasgow’s went to his personal account); HCP received nothing.
- HCP sued the partners; a jury awarded HCP over $8M and the parties settled for $8.5M while Glasgow refused to contribute; the Camaliers paid the settlement and released claims (including against IRT, Glasgow’s alter‑ego).
- The Camaliers then sued Glasgow: (1) breach of the alleged oral “Three Musketeers” agreement to share profits/liabilities (jury found no enforceable agreement), and (2) unjust enrichment to recover the $1.7M Glasgow had received and the Camaliers ultimately repaid.
- The trial court entered judgment for the Camaliers on unjust enrichment, ordering Glasgow to repay $1.7M with interest and awarding a portion of attorneys’ fees; Glasgow appealed, challenging (inter alia) preclusion by the jury verdict, party standing for restitution, and the fee award.
- The appellate court affirmed the substantive judgment for unjust enrichment but vacated and remanded the attorneys’‑fees and costs award for recalculation limited to fees tied to defending against Glasgow’s counterclaim under the settlement agreement.
Issues
| Issue | Plaintiff's Argument (Camaliers) | Defendant's Argument (Glasgow) | Held |
|---|---|---|---|
| Whether the jury verdict for Glasgow on the breach‑of‑contract claim precluded the trial court’s unjust enrichment award | The jury found no enforceable contract; unjust enrichment remains available to prevent Glasgow keeping funds he was not entitled to | Jury verdict forecloses equitable recovery or reflects an ambiguous basis that prohibits inconsistent equitable findings | Court: no preclusion — jury’s verdict reasonably interpreted as finding no contract, so unjust enrichment was a permissible alternative remedy |
| Whether the unjust enrichment theory was legally cognizable (vs. contribution/indemnity or overreach) | The $1.7M was conferred on Glasgow under a mistaken belief in a contractual obligation; restitution is proper to prevent unjust enrichment | Claim is really an indemnity/contribution demand or seeks recovery beyond equitable bounds | Court: claim was a valid unjust enrichment theory (payment made under a mistaken belief; remedy limited to $1.7M disgorgement) |
| Whether IRT (Glasgow) was a partner at the time of sale, which would bar unjust enrichment | Camaliers: IRT was not a partner at sale; distributions were voluntary based on a mistaken belief | Glasgow: tax K‑1s and accountant testimony show IRT was a partner, so contractual rights govern and bar unjust enrichment | Court: factual finding that IRT was not a partner was not clearly erroneous; K‑1s lacked corroborating transfer/consideration documentation |
| Whether the trial court properly awarded attorneys’ fees and costs to the Camaliers | Camaliers: contracts (HCP settlement and IRT trust agreement) authorize fee shifting for disputes tied to the settlement and trustee administration | Glasgow: fee award improperly covered costs for prosecuting unjust enrichment and did not fit contract provisions; IRT trust clause does not apply | Court: vacated fee award in part — fees recoverable only for defense of Glasgow’s counterclaim under the HCP settlement; IRT trust provision does not justify broader fee award |
Key Cases Cited
- Falconi‑Sachs v. LPF Senate Square, LLC, 142 A.3d 550 (D.C. 2016) (unjust enrichment typically lies only in absence of an enforceable contract)
- Jordan Keys & Jessamy, LLP v. St. Paul Fire & Marine Ins. Co., 870 A.2d 58 (D.C. 2005) (formulation of unjust enrichment elements)
- Emerine v. Yancey, 680 A.2d 1380 (D.C. 1996) (courts will not displace parties’ contractual allocation of rights)
- Terrace v. Thompson, 263 U.S. 197 (U.S. 1923) (equity will not provide remedy where a plain adequate legal remedy exists)
- Teutscher v. Woodson, 835 F.3d 936 (9th Cir. 2016) (court in equity may adopt any reasonable interpretation of an ambiguous jury verdict supported by evidence)
- Williams v. First Gov’t Mortg. & Invs. Corp., 225 F.3d 738 (D.C. Cir. 2000) (a general jury verdict does not bind a court’s subsequent equitable factfinding when the basis is unclear)
- News World Comms., Inc. v. Thompson, 878 A.2d 1218 (D.C. 2005) (elements of unjust enrichment articulated)
- 6921 Georgia Ave., N.W., Ltd. P’ship v. Universal Cmty. Dev., LLC, 954 A.2d 967 (D.C. 2008) (contractual fee‑shifting is an exception to the American Rule)